Ivanhoe Mines LTD Sample Contracts

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF APRIL 21, 2010 BETWEEN IVANHOE MINES LTD. AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENT
Shareholder Rights Plan Agreement • April 22nd, 2010 • Ivanhoe Mines LTD • Metal mining

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of April 21, 2010, between Ivanhoe Mines Ltd. (the “Corporation”), a corporation existing under the laws of the Yukon Territory, and CIBC Mellon Trust Company, a company existing under the laws of Canada (the “Rights Agent”);

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Ivanhoe Mines LTD • November 17th, 2003 • British Columbia
INTRODUCTION
-In Agreement • November 17th, 2003 • Ivanhoe Mines LTD • British Columbia
THIRD AMENDED AND RESTATED HEADS OF AGREEMENT
Heads of Agreement • September 7th, 2022 • Turquoise Hill Resources Ltd. • Metal mining • British Columbia

THIS THIRD AMENDED AND RESTATED HEADS OF AGREEMENT (THIS “AGREEMENT”) IS MADE ON AND AS OF SEPTEMBER 5, 2022 BETWEEN TURQUOISE HILL RESOURCES LTD. (“TRQ”) AND RIO TINTO INTERNATIONAL HOLDINGS LIMITED (“RTIHL”).

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Special • November 17th, 2003 • Ivanhoe Mines LTD • British Columbia
AMENDMENT NO.1 TO THE ARRANGEMENT AGREEMENT
The Arrangement Agreement • November 25th, 2022 • Turquoise Hill Resources Ltd. • Metal mining

WHEREAS the Company, the Parent and the Purchaser have agreed to effect, subject to certain conditions, a statutory plan of arrangement under Section 195 of the Business Corporations Act (Yukon) on the terms and conditions set out in the arrangement agreement dated September 5, 2022 (the “Arrangement Agreement”) and the plan of arrangement (the “Plan of Arrangement”) annexed thereto as Schedule A;

TURQUOISE HILL RESOURCES LTD. AND RIO TINTO INTERNATIONAL HOLDINGS LIMITED AND RIO TINTO PLC ARRANGEMENT AGREEMENT September 5, 2022
Arrangement Agreement • September 7th, 2022 • Turquoise Hill Resources Ltd. • Metal mining • British Columbia
AMENDING AGREEMENT
Amending Agreement • November 21st, 2013 • Turquoise Hill Resources Ltd. • Metal mining • British Columbia

THIS AMENDING AGREEMENT (THIS “AMENDING AGREEMENT”) IS MADE AS OF NOVEMBER 14, 2013 AMONG TURQUOISE HILL RESOURCES LTD. (“TRQ”), RIO TINTO INTERNATIONAL HOLDINGS LIMITED (“RIO TINTO”) AND RIO TINTO SOUTH EAST ASIA LIMITED (THE “RIO TINTO FUNDING COMPANY”).

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • September 7th, 2022 • Turquoise Hill Resources Ltd. • Metal mining • British Columbia

WHEREAS the Securityholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “Shares”) in the capital of Turquoise Hill Resources Ltd. (the “Company”), a company existing under the laws of the Yukon, set forth on the Securityholder’s signature page attached to this Agreement.

9539549 Canada Inc. and Turquoise Hill Resources Ltd. and Rio Tinto International Holdings Limited CASH MANAGEMENT SERVICES AGREEMENT December 15, 2015
Management Services Agreement • December 18th, 2015 • Turquoise Hill Resources Ltd. • Metal mining • British Columbia

A Each Shareholder Lender has made one or more Shareholder Loans to the Company under the Shareholder Loan Agreements described in column 2 of Schedule 2.

Head Agreement in relation to the acquisition of the Savage River iron ore mine
Ivanhoe Mines LTD • April 12th, 2005 • Metal mining • New South Wales

Ivanhoe Mines Ltd. (Vendor) Stemcor Pellets Ltd (Purchaser) Dominant Holdings AG (Assignee) Stemcor Holdings Limited (Guarantor)

OYU TOLGOI FUNDING MEMORANDUM OF UNDERSTANDING
Turquoise Hill Resources Ltd. • September 10th, 2020 • Metal mining

This Memorandum of Understanding records certain understandings reached between Rio Tinto International Holdings Limited (Rio Tinto) and Turquoise Hill Resources Ltd. (TRQ) with respect to Oyu Tolgoi (OT) funding matters. It is understood that nothing herein shall give rise to any legally binding rights, obligations or commitments, or amount to a waiver of any existing contractual rights and obligations, as between such parties.

EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of November, 2003
Employment Agreement • April 12th, 2005 • Ivanhoe Mines LTD • Metal mining • British Columbia

IVANHOE MINES LTD, a corporation continued under the laws of the Yukon Territory, having an office at Suite 654 – 999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1

AMENDED AND RESTATED COAL RIGHTS RETENTION AGREEMENT
Rights Retention Agreement • April 12th, 2005 • Ivanhoe Mines LTD • Metal mining • British Columbia
AMENDMENT TO EQUITY PARTICIPATION AND EARN-IN AGREEMENT
In Agreement • April 12th, 2005 • Ivanhoe Mines LTD • Metal mining
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